AMENDED AND RESTATED TRUST AGREEMENT among ARROW FINANCIAL CORPORATION, as Depositor WILMINGTON TRUST COMPANY, as Property Trustee WILMINGTON TRUST COMPANY, as Delaware Trustee and THE ADMINISTRATIVE TRUSTEES NAMED HEREIN as Administrative Trustees...Trust Agreement • March 14th, 2005 • Arrow Financial Corp • National commercial banks • Delaware
AMENDED AND RESTATED TRUST AGREEMENT, dated as of December 28, 2004, among (i) Arrow Financial Corporation, a New York corporation (including any successors or permitted assigns, the “Depositor”), (ii) Wilmington Trust Company, a Delaware banking corporation, as property trustee (in such capacity, the “Property Trustee”), (iii) Wilmington Trust Company, a Delaware banking corporation, as Delaware trustee (in such capacity, the “Delaware Trustee”), (iv) Thomas L. Hoy, an individual, John J. Murphy, an individual, and Jeffrey S. Spaulding, an individual, each of whose address is c/o Arrow Financial Corporation, 250 Glen Street, Glens Falls, New York 12801 as administrative trustees (in such capacities, each an “Administrative Trustee” and, collectively, the “Administrative Trustees” and, together with the Property Trustee and the Delaware Trustee, the “Trustees”) and (v) the several Holders, as hereinafter defined.
ContractArrow Financial Corp • March 14th, 2005 • National commercial banks • New York
JUNIOR SUBORDINATED INDENTURE between ARROW FINANCIAL CORPORATION and WILMINGTON TRUST COMPANY, as Trustee _____________________ Dated as of December 28, 2004 _____________________
GUARANTEE AGREEMENT between ARROW FINANCIAL CORPORATION, As Guarantor, and WILMINGTON TRUST COMPANY, As Guarantee Trustee Dated as of December 28, 2004 ARROW CAPITAL STATUTORY TRUST IIIGuarantee Agreement • March 14th, 2005 • Arrow Financial Corp • National commercial banks • New York
EMPLOYMENT AGREEMENT (As Amended 6/28/00)Employment Agreement • March 14th, 2005 • Arrow Financial Corp • National commercial banks • New York
AGREEMENT made as of the 1st day of January, 2005, (“Agreement”) among ARROW FINANCIAL CORPORATION, a New York corporation with its principal place of business at 250 Glen Street, Glens Falls, New York 12801 ("Arrow"), its wholly-owned subsidiary, GLENS FALLS NATIONAL BANK AND TRUST COMPANY, a national banking association with its principal place of business at 250 Glen Street, Glens Falls, New York 12801 (the "Bank"), and JOHN J. MURPHY residing at 33 Crownwood Lane, Queensbury, New York 12804 (the "Executive").
PLACEMENT AGREEMENT AMONG ARROW FINANCIAL CORPORATION, ARROW CAPITAL STATUTORY TRUST III AND SUNTRUST CAPITAL MARKETS, INC. ________________ Dated as of December 28, 2004 ________________Placement Agreement • March 14th, 2005 • Arrow Financial Corp • National commercial banks • Delaware
Arrow Financial Corporation, a New York corporation (the “Company”), and its financing subsidiary, Arrow Capital Statutory Trust III, a Delaware statutory trust (the “Trust,” and hereinafter together with the Company, the “Offerors”), hereby confirm their agreement (this “Agreement”) with you as placement agent (the “Placement Agent”), as follows:
AGREEMENT AND PLAN OF REORGANIZATION dated as of November 22, 2004Agreement and Plan of Reorganization • March 14th, 2005 • Arrow Financial Corp • National commercial banks • New York
EMPLOYMENT AGREEMENTEmployment Agreement • March 14th, 2005 • Arrow Financial Corp • National commercial banks • New York
THIS EMPLOYMENT AGREEMENT (this "Agreement"), is entered into as of the 29th day of November, 2004, between Arrow Financial Corporation, Glens Falls, New York, a registered bank holding company ("AFC"), and its wholly-owned subsidiaries, Glens Falls National Bank and Trust Company, a national association ("GFN "), and Capital Financial Group, a New York corporation ("Capital"), as party of the first part (collectively, AFC, GFN, Capital and any other affiliated entities of AFC are sometimes referred to as the "Company"), and John Weber, an individual ("Employee"), as party of the second part.
POST-CLOSING PAYMENT AGREEMENTClosing Payment Agreement • March 14th, 2005 • Arrow Financial Corp • National commercial banks • New York
POST-CLOSING PAYMENT AGREEMENT, dated as of November 22, 2004 (this "Agreement"), by and among GLENS FALLS NATIONAL BANK AND TRUST COMPANY, a national bank headquartered in Glens Falls, New York ("GFN"); 429 SARATOGA ROAD CORPORATION, a New York corporation and wholly owned subsidiary of GFN ("Newco"); CAPITAL FINANCIAL GROUP, INC., a New York corporation ("Capital"); ARROW FINANCIAL CORPORATION, a New York corporation and parent holding company for GFN ("AFC"); and JOHN WEBER, the beneficial owner of all of the outstanding shares of capital stock of Capital ("Stockholder").
